SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

               Quarterly Report Pursuant to Section 13 of 15(d) of
                     The Securities and Exchange Act of 1934

               For the quarterly period ended: September 30, 2004

                         Commission File Number: 0005468


                          ANGELCITI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)

          Nevada                                                  52-2043569
State or other jurisdiction of                                 (I.R.S. Employer
Incorporation or organization)                               Identification No.)

             9000 Sheridan Street, Suite 7 Pembroke Pines, FL 33024
           (Address of Principal Executive Offices including zip code)

                                 (800) 908-9574
                           (Issuers Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the exchange Act after the distribution of
securities under a plan confirmed by a court.
         N/A

As of September 30, 2004, there were 3,241,421 outstanding shares of common
stock, par value $0.00025.

Transitional Small Business Disclosure Format            Yes [ ]        No [x]
<PAGE>



                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                 AngelCiti Entertainment, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                               September 30, 2004
                               ------------------
                                    Unaudited
                                    ---------
<TABLE>
                                     ASSETS
                                     ------
<S>                                                                   <C>
Current Assets
  Cash                                                                $    89,395
  Accounts receivable, net                                                    855
  Due from affiliate                                                       13,519
  Prepaid and other                                                         2,786
  Investment in non-marketable securities - related party - at cost       335,906
                                                                      -----------
Total Current Assets                                                      442,461
                                                                      -----------

Other Current Assets
  Deposits                                                                 92,585
                                                                      -----------
Total Other Current Assets                                                 92,585
                                                                      -----------

Fixed Assets, net                                                          26,622
                                                                      -----------

Total Assets                                                          $   561,668
                                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
  Cash Overdraft                                                      $        55
  Accounts payable                                                         46,777
  Loan payable, related party                                              48,655
  Accrued royalty payable                                                  21,595
  Customer deposits                                                        12,225
  Payouts due                                                               3,908
  Payroll taxes payable                                                     2,233
                                                                      -----------
Total Current Liabilities                                                 135,448
                                                                      -----------

Stockholders' Equity
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 issued and outstanding                         20
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                           --
  Common stock issuable, $0.00025 par value, 45,000 shares                     11
  Common stock, $0.00025 par value, 300,000,000 shares authorized
      3,241,421 shares issued and outstanding                                 810
  Additional paid-in capital                                            2,686,163
  Accumulated deficit                                                  (2,006,986)
                                                                      -----------
                                                                          680,018
                                                                      -----------
  Less:  Deferred Compensation                                           (191,667)
  Less:  Stock subscription receivable                                    (62,131)
                                                                      -----------
Total Stockholders' Equity                                                426,220
                                                                      -----------

Total Liabilities and Stockholders' Equity                            $   561,668
                                                                      ===========
</TABLE>

          See accompanying notes to consolidated financial statements

                                       2
<PAGE>

                 AngelCiti Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                      -------------------------------------
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
                                                       Three months ended           Nine months ended
                                                          September 30,                September 30,
                                                       2004           2003          2004           2003
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Casino Revenues, net                               $   180,092    $   211,413    $   676,187    $   737,932
                                                   -----------    -----------    -----------    -----------

Operating Expenses
Amortization and Depreciation                            2,250          1,400          5,050         16,892
Affiliate Commission                                    17,851         44,748         93,647        151,375
Bad debts                                               (6,588)        24,476          1,976         38,070
Consulting                                              28,654         50,000         90,143        150,000
Royalty                                                 50,000         60,000        170,962        145,816
Marketing                                               10,000          6,257         35,775        190,067
Advertising                                             56,250         17,632         89,398         17,632
Legal & Professional fees                               32,704         86,284        124,733        179,547
Rent                                                     1,802         18,782          5,188         55,281
License Fee                                             69,166         69,167        138,333        159,167
Investor relations                                          --         50,000             --         50,000
General and Administrative                             126,323        117,055        398,774        426,061
                                                   -----------    -----------    -----------    -----------
Total Operating Expenses                               388,412        545,801      1,153,979      1,579,908
                                                   -----------    -----------    -----------    -----------

Loss from Operations                                  (208,320)      (334,388)      (477,792)      (841,976)
                                                   -----------    -----------    -----------    -----------

Other Income
Interest income                                          6,525            200          6,947            450
Other income                                               165          2,689         17,008          7,237
                                                   -----------    -----------    -----------    -----------
Total Other Income                                       6,690          2,889         23,955          7,687
                                                   -----------    -----------    -----------    -----------

Other Expense
Interest expense                                           (80)        (1,184)            --         (1,287)
Other expenses                                              --        (47,834)            --        (47,834)
                                                   -----------    -----------    -----------    -----------
Total Other Expense                                        (80)       (49,018)            --        (49,121)
                                                   -----------    -----------    -----------    -----------

Total Other Income (Expense)                             6,610        (46,129)        23,955        (41,434)
                                                   -----------    -----------    -----------    -----------

Net Loss                                           $  (201,710)   $  (380,517)   $  (453,837)   $  (883,410)
                                                   ===========    ===========    ===========    ===========

Net Loss Per Share - Basic and Diluted             $     (0.07)   $     (0.14)   $     (0.17)   $     (0.19)
                                                   ===========    ===========    ===========    ===========

Weighted average number of shares outstanding
           during the period - basic and diluted     2,942,916      2,753,807      2,594,980      4,729,142
                                                   ===========    ===========    ===========    ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       3
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                      -------------------------------------
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
                                                                                Nine months ended September 30,
                                                                                       2004        2003
                                                                                    ---------    ---------
<S>                                                                                 <C>          <C>
Cash Flows from Operating Activities:
Net loss                                                                            $(453,837)   $(883,410)
Adjustments to reconcile net loss to net cash used in
      operating activities:
Amortization                                                                               --       15,026
Depreciation                                                                            5,050        1,867
Bad debts                                                                               1,976       38,070
Amortization of stock based deferred expenses                                              --      150,000
Recognition of deferred license fee                                                   138,333      159,167
Recognition of deferred compensation                                                   95,833           --
Preferred stock issued for services                                                    20,000           --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                                   3,496      (32,995)
  Accrued interest receivable                                                          (6,246)          --
  Prepaid and other assets                                                              4,746       (5,535)
Increase (decrease) in:
  Accounts payable                                                                     30,671        3,111
  Accounts payable, related party                                                          --        5,000
  Accrued royalty payable                                                              65,147      (10,184)
  Accrued interest payable                                                               (639)       1,287
  Customer deposits and payouts due                                                   (30,119)        (267)
  Payroll taxes payable                                                                (2,760)        (912)
  Settlement payable                                                                  (12,500)          --
  Net liabilities from discontinued operations                                             --       (2,805)
                                                                                    ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                                                (140,849)    (562,580)
                                                                                    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of non-marketable securities                                           (125,000)          --
  Acquisition of vehicle                                                              (17,000)          --
  Deposits                                                                            (92,585)          --
  Loan Receivable                                                                      18,549           --
  Disbursement to related party in exchange for settlement of convertible
    promissory note receivable                                                       (300,000)          --
  Disbursement to related party                                                       (10,768)          --
  Cash acquired from acquisition                                                           --           75
                                                                                    ---------    ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                  (526,804)          75
                                                                                    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock, net of offering costs                       618,369      585,746
  Repayment of loan payable, parent                                                        --      (48,423)
  Proceeds from loan payable, related party                                            44,221      126,460
  Repayment of note payable                                                           (23,960)          --
  Repayment of loan payable                                                                --      (81,728)
  Cash overdraft                                                                           55           --
                                                                                    ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                             638,685      582,055
                                                                                    ---------    ---------

Net Increase (Decrease) in Cash                                                     $ (28,968)   $  19,550

Cash at Beginning of Period                                                           118,363       16,728
                                                                                    ---------    ---------

CASH AT END OF PERIOD                                                               $  89,395    $  36,278
                                                                                    =========    =========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
     Interest                                                                       $      --    $      --
                                                                                    =========    =========
     Taxes                                                                          $      --    $      --
                                                                                    =========    =========
     Dividend paid to AngelCiti shareholders of Midas common stock                  $  95,340    $      --
                                                                                    =========    =========
     Settlement of convertible note receivable in exchange for Midas common stock   $ 306,246    $      --
                                                                                    =========    =========
     Stock subscription receivable                                                  $  35,412    $      --
                                                                                    =========    =========
     Royalty payable settled by issuance of stock options                           $  64,602    $      --
                                                                                    =========    =========
</TABLE>
          See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

NOTE 1   BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim consolidated financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of consolidated financial position and results of
operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2003 included in
the Company's Form 10-KSB.

NOTE 2   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------------------

         (A) NATURE OF OPERATIONS

         The Company is a software licensor and administers software-based games
         of chance through the Internet. The Company uses state-of-the-art
         casino gaming and sports book software under a license arrangement with
         a casino software development company. The Company launched its
         internet gaming operations on May 2, 2002. There are significant
         legislative risks and uncertainties regarding online gaming operations
         (see Note 8(B)).

         On April 15, 2004, the Company's former controlling entity, Omega
         Ventures, Inc. ("Omega") entered into a stock purchase agreement with
         two separate officers of AngelCiti Entertainment, Inc. ("AngelCiti").
         Under the terms of the agreement, Omega sold an aggregate 14,000 shares
         of Series A, preferred stock in AngelCiti to these two separate
         officers in exchange for an aggregate $200,000 and the return of an
         aggregate of 1,000,000 shares of common stock held by affiliates of
         these two separate officers. The shares returned were cancelled and
         retired and remain available for future reissuance. The shares of
         common stock were valued at the quoted trading market price on the date
         of the agreement, which was $0.05 for aggregate consideration of
         $50,000. Total consideration was $250,000. The transaction effectively
         transferred voting control of AngelCiti from Omega to these two
         separate officers (see Notes 12(B) (i) and 13).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of AngelCiti
         Entertainment, Inc. and its wholly owned Subsidiaries, Worldwide
         Management S.A. ("Worldwide") and First National Consulting Inc., a
         Belize corporation ("FNC") (collectively, the "Company"). All
         significant intercompany accounts and transactions have been eliminated
         in consolidation. In addition, the Company held over 50% interest in
         Midas Entertainment, Inc. ("Midas") and its wholly-owned subsidiary,
         Creative Millennium Ventures, S.A. ("Creative") from July 16, 2004 to
         July 27, 2004, however, Midas was inactive during that period and the
         results of operations were not included. (See Note 3(A))

                                       5
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         (C) REVENUE RECOGNITION

         Following the guidance of Staff Accounting Bulletin No. 104 and the
         AICPA's guidance on revenue recognition for casinos, casino revenue is
         the net win from complete gaming activities, which is the difference
         between gaming wins and losses. Additionally, the value of promotional
         bonus dollars provided to customers is netted with revenues.

         The total amount wagered ("handle") was $27,786,951 and $43,255,602 for
         the nine months ended September 30, 2004 and 2003, respectively. The
         relationship of net casino revenues to handle ("hold percentage") was
         2.47% and 1.71% for the nine months ended September 30, 2004 and 2003,
         respectively.

         (D) NON-MARKETABLE SECURITIES

         Certain securities that the Company may invest in can be determined to
         be non-marketable. Non-marketable securities where the Company owns
         less than 20% of the investee are accounted for at cost pursuant to APB
         No. 18, "The Equity Method of Accounting for Investments in Common
         Stock" ("APB 18").

         The Company periodically reviews its investments in non-marketable
         securities and impairs any securities whose value is considered
         non-recoverable. There were no impairment losses charged to operations
         during the three and nine months ended September 30, 2004.

         (E) CONCENTRATION OF CREDIT RISK

         Financial instruments that potentially subject the Company to
         concentration of credit risk consist principally of non-marketable
         securities.

         The Company holds approximately 4,608,579 common shares of Midas
         Entertainment, Inc.'s (traded on pink sheets) publicly traded common
         stock at September 30, 2004 having a cost basis of $335,906. All Midas
         shares are currently being treated as non-marketable securities carried
         at cost. The investment in Midas securities represents 100% of the
         Company's investments at September 30, 2004. (See Note 3(A))

         (F) RECLASSIFICATIONS

         Certain amounts in the year 2003 consolidated financial statements have
         been reclassified to conform to the year 2004 consolidated
         presentation.

NOTE 3   INVESTMENT - MIDAS AND CONVERSION OF CONVERTIBLE PROMISSORY NOTE
-----------------------------------------------------------------------
RECEIVABLE - MIDAS
------------------

         (A) INVESTMENT - MIDAS

         On June 9, 2004, the Company entered into a purchase agreement with an
         unrelated third party to purchase an 85% ownership interest in Fischer
         Transportation Services, Inc. ("FTSI") an inactive public shell, for


                                       6
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         $125,000 and the contribution of certain online poker assets from
         Worldwide. The $125,000 was designated to be held in escrow until the
         transaction had closed. Concurrent with the purchase agreement, the
         sole officer and director of FTSI appointed AngelCiti's president as
         president and sole director of FTSI and the seller resigned as sole
         director and officer of FTSI.

         On June 9, 2004, the FTSI changed its name to Midas Entertainment, Inc.
         ("Midas").

         On July 16, 2004, the sale formally closed and control was transferred.
         Additionally, the Company received 4,250,000 shares of common stock in
         Midas representing the then 85% ownership interest (see Note 3(B)). The
         Company had a greater than 50% ownership in Midas for the period from
         July 16, 2004 through July 27, 2004.

         On July 16, 2004, Midas acquired its sole wholly-owned subsidiary,
         Creative Millenium Ventures, S.A. ("Creative") from an affiliate of
         AngelCiti's president (see Notes 13 and 14). In exchange for the
         contribution of Creative and all of its assets, the affiliate of
         AngelCiti's president received 750,000 shares of common stock in Midas
         (15% ownership at the date of contribution). Creative became an
         operating subsidiary of Midas, which holds the online poker assets,
         received from Worldwide and all other assets contributed by the
         affiliate of AngelCiti's president. There were no results of operations
         of Midas included in the September 30, 2004 accompanying financial
         statements since there was no activity during the period.

         At September 30, 2004, the Company's ownership in Midas and its wholly
         owned subsidiary Creative, decreased below 20%. As a result, the
         Company will account for its investment in Midas as follows: For the
         period from July 16, 2004 to the date at which the investment was
         reduced to 50% the results of operations will be consolidated. From the
         date at which the investment was reduced below 50% to 20%, the equity
         method will be applied. Finally, at the point the investment is reduced
         below 20%, the cost method will be applied, unless significant
         influence can be exerted and in that case, the accounting will remain
         pursuant to that of the equity method.

         There is no impact on the Company's financial position, results of
         operations or liquidity for the nine months ended September 30, 2004
         since both consolidation and equity method accounting were not
         applicable due to no activity in Midas until a point in time in which
         the investment in Midas had fallen below 20%.

         (B) ISSUANCE AND CONVERSION OF CONVERTIBLE PROMISSORY NOTE RECEIVABLE -
         MIDAS

         On July 16, 2004, the Company issued a 10%, convertible promissory note
         receivable with a stated amount of $300,000 in exchange for a loan
         disbursement of $300,000 to Midas. The note receivable matures on July
         16, 2005. At the option of the holder, $300 of principal can be
         converted for 10,000 shares of Midas. On September 23, 2004, all
         principal of $300,000 plus related accrued interest receivable of
         $6,246 was converted in full to 3,600,000 shares of Midas common stock.
         The 3,600,000 shares are being carried at cost of $306,246.

                                       7
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         For the three and nine months ended September 30, 2004, the Company
         recognized $6,246 and $6,246 of interest income related to the
         convertible promissory note receivable.

         On September 22, 2004, AngelCiti issued a dividend of its Midas
         investment in non-marketable securities to its shareholders. For each
         share of AngelCiti stock held, all shareholders would receive on a
         one-for-one basis, shares in Midas. The Company issued 3,241,421 common
         shares of its holdings in Midas on September 22, 2004. (See Note 12(G))

         Activity relating to Midas stock during the nine months ended September
         30, 2004 was as follows:
<TABLE>

<S>      <C>                                                                            <C>
         Shares acquired in Midas (4,250,000 shares) (See Note 3(A))                    $  125,000
         Dividend shares paid to AngelCiti shareholders (3,241,421 shares)                 (95,340)
         Conversion of convertible promissory note receivable (3,600,000 shares)           306,246
                                                                                        -----------
         Balance at September 30, 2004                                                  $   335,906
                                                                                        ===========
</TABLE>

         The composition of non-marketable securities at September 30, 2004 is
         as follows:

                                   Cost         Fair Value     Unrealized Gain
                                 ----------     -----------    ---------------
         Common stock            $  335,906     $  335,906        $     --
                                 ==========     ==========        ========

         There was no investment income or expense for the three and nine months
         ended September 30, 2004, respectively.

NOTE 4   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS
----------------------------------------------------------

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
September 30, 2004.

During the nine months ended September 30, 2004 and 2003, respectively, the
Company recorded a bad debt expense for the holdback of $1,976 and $38,070.

Accounts receivable at September 30, 2004 was as follows:

          Accounts receivable - other               $      855
          Accounts receivable                          126,008
          Allowance for chargebacks                   (126,008)
                                                    ----------
          ACCOUNTS RECEIVABLE, NET                  $      855
                                                    ==========

                                       8
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


NOTE 5   DUE FROM AFFILIATE
---------------------------

During the nine months ended September 30, 2004, the Company advanced $13,519 to
Midas and its subsidiary for overhead expenses relating to advertising and
marketing. The advances were non-interest bearing, unsecured and due on demand.
Midas is a related party since its president is also the president of the
Company. (See Note 13)

NOTE 6   DEPOSITS
-----------------

In May 2004, the Company was trying to obtain a dual listing for its stock
pursuant to sell Regulation "S" common stock in certain foreign markets. The
Company paid $91,680 plus an amount of shares still to be determined to an
entity that can facilitate the dual listing requirements. The funds were
deposited into escrow pending the closing of this transaction. Pursuant to the
terms of this arrangement, the entity had sixty days from the date at which
funds are released by the escrow agent to the entity to execute an agreement
allowing the Company to sell there Regulation "S" stock in these foreign
markets. The funds were released on June 17, 2004, therefore the entity had
until August 16, 2004 to close the transaction and have these shares registered.
Upon the expiration of sixty days, if no agreement was in place, the Company had
the right to request that all previously deposited amounts be returned.

As of September 30, 2004, this transaction is still pending and the funds are
still in escrow. The Company has indicated that the deal will likely be
rescinded effective in December 2004, and that all previously advanced funds
would be returned. No common stock has been issued under the terms of the
initial agreement.

NOTE 7   EQUIPMENT
------------------

In July 2004, the Company purchased a vehicle for $17,000.

Equipment at September 30, 2004 is as follows:

         Computer equipment                                    $  28,000
         Vehicle                                                  17,000
         Less: accumulated depreciation                          (18,378)
                                                               ---------
                                                               $  26,622
                                                               =========

Depreciation expense for the nine months ended September 30, 2004 and 2003 were
$5,050 and $1,887, respectively.

NOTE 8  COMMITMENTS AND CONTINGENCIES
-------------------------------------

         (A) COMMITMENTS

         On January 20, 2003, ("effective date"), the Company entered into an
         agreement with Equivest Opportunity Fund, Inc. ("Equivest") whereby the
         Company sold Equivest 14 online gaming URL's. The Company also entered
         into a sublicense agreement with Equivest whereby the Company was to
         administer Equivest's online casino sites. Pursuant to this agreement,


                                       9
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         Equivest is obligated to pay the Company a fee equal to 95% of the net
         proceeds derived from the operations of the casino websites plus all
         expenses associated with the operations and marketing of the casino
         websites. As a result of this agreement, the Company has an economic
         concentration with Equivest as substantially all of its revenues are
         derived from the sublicensing of software to Equivest and
         administration of its online casino operations. As a result of such
         concentration, the Company is vulnerable to a potential severe impact
         in the near term. Severe impact is defined as the effect of disrupting
         the normal functioning of the Company. As of September 30, 2004, there
         have been no events that have adversely effected the operations of the
         Company. The term of the agreement with Equivest is from three years
         from the effective date and terminates on January 19, 2006. The
         agreement automatically renews for one-year periods on each annual
         anniversary of the effective date unless it is sooner terminated. As of
         September 30, 2004, Equivest was not owed any fees under the terms of
         its agreement with the Company.

         (B) CONTINGENCIES

         Online casino operations are generally subject to applicable laws in
         the jurisdictions in which they offer services. As a portion of the
         winnings of Equivest's online casino operations represent the Company's
         sole source of revenues, such regulations can and do have a material
         effect on the Company's operations. Moreover, given the nature of the
         Company's operations, the Company may be directly subject to such
         regulation as well. In recognition of the foregoing, the Company's
         servers have been relocated to the Kannawakee Reservation in Quebec,
         Canada, where the Company feels the regulatory environment is more
         favorable to the Company's operations.

         While some jurisdictions have attempted to restrict or prohibit
         Internet gaming, other jurisdictions, such as several Caribbean
         countries, Australia and certain Native American territories, have
         taken the position that Internet gaming is legal and/or have adopted or
         are in the process of reviewing legislation to regulate Internet
         gaming. As companies and consumers involved in Internet gaming are
         located around the globe, there is uncertainty regarding exactly which
         government has jurisdiction or authority to regulate or legislate with
         respect to various aspects of the industry. Furthermore, it may be
         difficult to identify or differentiate gaming-related transactions from
         other Internet activities and link those transactions to specific
         users, in turn making enforcement of legislation aimed at restricting
         Internet gaming activities difficult. The uncertainty surrounding the
         regulation of Internet gaming could have a material adverse effect on
         the business, revenues, operating results and financial condition of
         the Company's customers and the Company.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
         that effective January 1, 2001, the current 6.75% "betting duty" that
         it passed onto a player, and 9% "total betting duty" would be
         eliminated. The UK government believed that this tax reform was
         necessary for UK companies to compete with the offshore market, which
         already offers bettors "duty free" gambling, and to help regulate the
         UK bookmaking industry. The reform is also intended to bring home major
         UK bookmakers who have fled to offshore tax havens such as Gibraltar,
         Malta, Antigua and Alderney. As a result of this legislation, a UK


                                       10
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         government issued "Bookmakers Permit" is required to accept wagers and
         UK based bookmakers may now operate Internet bookmaking websites
         without collecting the betting duty. These reforms are expected to make
         the UK a significant hub of gaming. It is anticipated that their
         official entry into online gaming could put pressure on the United
         States of America and other governments towards regulating the
         industry.

         In the future, governments in the United States of America or other
         jurisdictions may adopt legislation that restricts, prohibits or
         otherwise legalizes and regulates Internet gambling. The legalization
         and subsequent regulation of Internet casinos may serve to benefit
         land-based casinos that operate their own Internet gaming sites, as
         players may feel more comfortable placing bets with casinos whose names
         and brands they recognize. The Company feels that there is little legal
         guidance that can be offered with respect to the prospects for
         legalization of Internet gambling or subsequent regulation thereof.

         The Company is also faced with risks regarding the potential
         prohibition of online casino gaming. A Federal court case in Louisiana
         ruled that online casinos are not violative of federal law. This ruling
         was upheld on appeal. After several unsuccessful attempts in 1998, the
         United States Senate passed a bill intended to prohibit and criminalize
         Internet gambling (other than certain state regulated industries) in
         November 1999. A similar bill failed to pass the House of
         Representatives. In 2002, a United States Senator sponsored a bill to
         prohibit online gambling, which once again did not pass through
         Congress. A similar bill designed to make processing online gaming
         transactions a criminal offense was passed by the United States House
         of Representatives committee on Finance and the Senate Banking
         Committee and both are expected to come to a full vote this year. The
         United States Department of Justice has expressed certain reservations
         regarding some of the language and provisions contained in the bills in
         this past year, and both the House and Senate bills still need to be
         reconciled and subsequently signed by the President before they can
         become law. No assurance can be given that such a bill will not
         ultimately be enacted and become law.

         In addition, current United States Federal and State laws could be
         construed to prohibit or restrict online casino gaming and there is a
         risk that governmental authorities could view online casinos as having
         violated such laws. However, the government of Antigua has recently
         brought suit and won a ruling against the United States federal
         government in an effort to prevent US legislation from impacting online
         gaming companies that operate out of Antigua. The World Trade
         Organization recently ruled that the United State's interpretation that
         the Wire Act of 1960 made it a crime for offshore casinos to accept
         bets from United States residents violated World Trade Organization
         commercial service accords. It is unclear what effect, if any, this
         ruling will have on the United States' efforts to curtail online casino
         gaming and it equally unclear as to whether the United States will
         appeal the World Trade Organization ruling.

         Several State Attorney Generals and court decisions have upheld the
         applicability of state anti-gambling laws to Internet casino companies.
         Accordingly, there is a risk that criminal or civil proceedings could
         be initiated in the United States or other jurisdictions against online
         casinos and/or their employees, and such proceedings could involve
         substantial litigation expense, penalties, fines, diversion of the
         attention of key executives, injunctions or other prohibitions being
         invoked against online casinos and/or their employees. Such proceedings
         could have a material adverse effect on the business, revenues,
         operating results and financial condition of the Company's customers
         and the Company. In addition, as electronic commerce further develops,
         it too may be the subject of government regulation. Current laws, which


                                       11
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         pre-date or are incompatible with Internet electronic commerce, may be
         enforced or amended in a manner that restricts the electronic commerce
         markets. The Company intends to minimize these potential legal risks by
         continuing to conduct the Company's Internet business from offshore
         locations that permit online gaming and by increasing the Company's
         marketing efforts in Asia and other foreign jurisdictions that the
         Company feels are less inclined to impose adverse rules, regulations
         and laws. There is no assurance, however, that these efforts will be
         successful in mitigating the substantial legal risks and uncertainties
         associated with the Company's Internet gaming related activities.

         Since 2002, the Attorney General of the State of New York has been
         successful in getting more than 10 major financial institutions,
         including Citibank and PayPal, one of the largest internet money
         transfer companies, to stop processing gambling transactions. While he
         has been generally unable to prosecute website operators, many of whom
         are offshore, and hard pressed to prosecute online gamblers, who are
         dispersed all over the globe, he has been more successful sealing off
         the financial pipeline connecting the two. Additionally, federal
         prosecutors from around the United States have threatened to prosecute
         on charges of aiding and abetting any businesses in the United States
         that provide advertising and financial services to internet casinos. As
         a result, several large media operations have stopped running
         advertisements for offshore casinos and other forms of internet
         gambling.

         A Class Action complaint was recently filed in the Superior Court of
         the State of California against Google, Yahoo, Overture and numerous
         other online content companies for accepting and placing advertising
         for online gambling companies, seeking relief based upon the fact that
         these companies aided and abetted illegal activities under California
         law by accepting advertising promoting such activities. The action is
         brought as a Private Attorney General Action seeking disgorgement of
         the advertising fees earned by such companies for the advertising, plus
         penalties and the listed plaintiffs include a gambler who claims to
         have lost in excess of $100,000, Indian Tribes of California who claim
         they lost out on gambling revenues they would have otherwise earned but
         for the online gambling activities that took away from their revenues
         and the State of California that lost out on taxation and other
         revenues they would have earned had such gambling activities occurred
         at the Indian Gambling locations in the State of California.

         Worldwide is a sub-licensor of online gaming software and is an
         administrator of the Equivest's online casino website. It does not own
         online casinos. The Company does not believe that Worldwide's
         operations are subject to regulations or laws governing the online
         gaming industry. However, given Worldwide's business relationship with
         Equivest, an owner of an online casino, no assurance can be given that
         any given jurisdiction will not take the position that the Company or
         Worldwide are subject to their regulations governing online gaming.
         Equivest, Worldwide's sole customer, owns an online casino that is
         subject to the laws of Costa Rica, where recently enacted legislation
         now requires a gaming license as a condition of conducting business.
         Licensing fees are currently imposed on a one-time basis but renewals
         may be required on an annual or other basis in the future. In any
         event, licensing requirements within Costa Rica now represent a
         significant increase in the cost of conducting online casino business.

                                       12
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


         Baroda is engaged as an online gaming operator and is subject to the
         licensing requirements imposed by the Costa Rican government. Both
         Worldwide and Equivest currently operate their respective businesses
         under the gaming license of Baroda, pursuant to the terms of
         Worldwide's Commercial Sublease and Services Agreement with Baroda, as
         amended, despite the fact that the Company does believe that Worldwide
         and Equivest are required to apply for and possess a license in their
         own names. To the extent that the Costa Rican government determines
         that a gaming license is required for Worldwide and Equivest to conduct
         their respective businesses, no assurance can be given that the Costa
         Rican government will permit Worldwide or Equivest to operate their
         businesses under the umbrella of Baroda's gaming license. Worldwide
         and/or Equivest may be required to obtain a gaming license as a
         condition of doing business in Costa Rica. Such a requirement could
         have a material adverse effect on the Company's business and the
         business of Equivest, and could result in the termination of
         Worldwide's and Equivest's current operations.

NOTE 9   ACCRUED ROYALTY PAYABLE
--------------------------------

         (A) MONTHLY ROYALTY PERCENTAGE

         Based on the previous month's adjusted monthly net win, the Company is
         subject to a payment equivalent to a percentage of the adjusted monthly
         net win payable to the software licensor, as stipulated in the software
         license agreement. As of September 30, 2004, the Company had accrued
         $21,595 as an accrued royalty payable.

         (B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

         Pursuant to the terms of the initial agreement, the Company had
         originally been committed to a minimum royalty payment of $10,000 per
         month. In May 2003, the Company entered into an amendment to its
         software license agreement. Under the terms of the amendment, effective
         May 1, 2003, the Company is committed to a minimum monthly royalty
         payment of $20,000 payable in cash as follows: 15% on adjusted net wins
         of $0 - $750,000, 13% on adjusted net wins of $750,001 - $1,500,000,
         and 12% on adjusted net wins exceeding $1,500,000. Effective September
         2004, the Company reached an oral agreement with its software licensor
         to amend the minimum monthly royalty payment from $20,000 to $10,000.
         During the nine months ended September 30, 2004, the software licensor
         received 15% of the adjusted net win in cash and the remaining amount
         to make up the difference through the simultaneous exercise of vested
         options and repayment by the Company in shares of common stock. Any
         amounts paid in stock through the exchange of options to the software
         licensor were based on a fixed exercise price of $3.68 per share.
         During the nine months ended September 30, 2004, the Company issued
         17,564 shares of common stock having a fair value of $64,602 (see Note
         12(D)) in connection with this agreement to pay accrued royalty fees
         upon the exercise of these stock options.

         During the three and nine months ended September 30, 2004, the Company
         incurred a royalty expense of $50,000 and $170,962 respectively.

                                       13
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


NOTE 10  CUSTOMER DEPOSITS AND PAYOUTS DUE
------------------------------------------

         (A) CUSTOMER DEPOSITS

         During the nine months ended September 30, 2004, the Company received
         funds from its online casino players to be used for online gaming
         activities. These deposits fluctuate due to customers depositing their
         opening balances to be used for gaming activities, any amounts
         deposited by the casino as promotional dollars, and the result of net
         house wins and losses against these balances. These balances remain
         current liabilities of the Company until they are classified as payouts
         due (see Note 10(B)) or recognized as earned revenues (see Note 2(C)).
         At September 30, 2004, the Company had customer deposits on hand of
         $12,225.

         (B) PAYOUTS DUE

         During the nine months ended September 30, 2004, the Company received
         requests from its online casino players to refund their outstanding
         casino account balance. Such requests remain as current liabilities of
         the Company until funds are transferred back to the Casino player (see
         Note 10(A)). At September 30, 2004, the Company had payouts due of
         $3,908.

NOTE 11  LOAN PAYABLE - RELATED PARTY
-------------------------------------

During the nine months ended September 30, 2004, the Company's landlord, a
related party, advanced working capital of $44,221 relating to corporate
expenses paid on behalf of the Company. The remaining loan balance was $48,655
at September 30, 2004. The loan advances were non-interest bearing, unsecured,
and due on demand (see Note 13).

NOTE 12  STOCKHOLDERS' EQUITY
-----------------------------

         (A) CORPORATE HISTORY AND RECAPITALIZATION

         On January 20, 2003, the Board of Directors adopted a resolution to
         change its corporate name from iChance International, Inc. to AngelCiti
         Entertainment, Inc.

         On January 20, 2003, the Company acquired Worldwide Capital Management,
         S.A. ("Worldwide") in exchange for 5,040,000 of the Company's common
         shares. The transaction was accounted for as a recapitalization of
         Worldwide since the shareholders of Worldwide obtained an approximate
         88% voting interest and control of AngelCiti at that time. Pursuant to
         the recapitalization, for financial accounting purposes, the Company is
         deemed to have issued 681,600 common shares to the original
         stockholders' of AngelCiti Entertainment, Inc. Subsequent to the
         acquisition, the consolidated balance sheet of the Company consists of
         the assets and liabilities of Worldwide and the Company at historical
         cost. The consolidated operations consist of the historical operations
         of Worldwide and the operations of the Company from the acquisition
         date.

                                       14
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


         (B) PREFERRED STOCK ISSUANCES

                  (I) SERIES A - VOTING AND NON-CONVERTIBLE

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 50,000 shares of voting preferred
                  stock, Series A, $0.001 par value. Under the terms of the
                  preferred stock, Series A, each share of this preferred stock
                  can vote in a ratio of 20,000 shares of common stock for each
                  share of preferred stock held. The holders of preferred stock,
                  Series A, have no stated liquidation rights senior to the
                  Company's common stock or any other class of preferred stock.

                  On April 15, 2004, the Company issued an aggregate of 6,000
                  shares of Series A preferred stock to two separate officers as
                  compensation for past services. As there was no objective
                  evidence of value for the Series A, preferred shares, the
                  Company valued the transaction at the estimated value of
                  services received totaling $20,000. This compensation is
                  included as a component of general and administrative expenses
                  along with other compensation. (See Note 13)

                  On April 15, 2004, Omega entered into a stock purchase
                  agreement with two separate officers of AngelCiti. Under the
                  terms of the agreement, Omega sold an aggregate 14,000 shares
                  of Series A, preferred stock in AngelCiti to these two
                  separate officers in exchange for an aggregate $200,000 and
                  the return of an aggregate of 1,000,000 shares of common stock
                  held by affiliates of these two separate officers. The shares
                  returned were cancelled and retired and remain available for
                  future reissuance. The shares of common stock were valued at
                  the quoted trading market price on the date of the agreement,
                  which was $.05 for aggregate consideration of $50,000. Total
                  consideration was $250,000 (See Note 13).

                  As of September 30, 2004, the Company had 20,000 shares of
                  Series A, preferred stock issued and outstanding.

                  (II) SERIES B - CONVERTIBLE AND NON-VOTING

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 100,000 shares of non-voting
                  convertible preferred stock, Series B, $0.001 par value. Under
                  the terms of conversion, one share of preferred stock is
                  convertible at the ratio of 24,000 shares of common stock for
                  each share of preferred stock held. The holders of preferred
                  stock, Series B, have liquidation rights senior to the
                  Company's common stock. Convertible preferred stock, Series B,
                  is not entitled to receive any dividends. In the event of a
                  consolidation, merger or recapitalization there will be an
                  adjustment ratio regarding the convertible preferred stock,
                  Series B.

                  As of November 10, 2003, the Company had issued 94,472 shares
                  of convertible preferred stock, Series B ("collateral") in
                  connection with a collateral loan agreement and promissory
                  note. Equivalent common shares were 2,267,328,000. Under the
                  terms of the agreement, the Company issued these preferred
                  shares to an escrow agent as collateral to secure future debt


                                       15
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

                  financing with an unrelated third party. Upon satisfaction of
                  all principal and related accrued interest, the lender would
                  be required to return the collateral to the Company. In the
                  event of any default on the loan, the lender could convert the
                  collateral; however, there is no additional recourse against
                  corporate assets. The collateral was not transferable. At
                  September 30, 2004, there were no amounts due under the terms
                  of this agreement and no funds were available to the Company.
                  Management notes that this financing arrangement was not
                  consummated. For financial statement purposes, the collateral
                  is not considered issued and outstanding due to the related
                  unresolved contingency and accordingly is excluded from any
                  calculation of diluted earnings per share.

                  In November 2003, the Company cancelled the 94,472 preferred
                  shares previously held in escrow and entered into a letter of
                  intent with FinanzInvest, Ltd. in which 49,020 shares of
                  Series B, Convertible Preferred stock was issued. As of
                  September 30, 2004, the Company had not yet drawn down any
                  funds pursuant to the agreement. The following is a summary of
                  the expected terms of the new financing agreement:

                        o     Promissory Note Date: Date of 1st draw

                        o     Closing: 1st date at which funds are advanced by
                              lender to the Company This has not yet occurred as
                              of September 30, 2004

                        o     Amount of Credit Facility: $2,430,000. Their have
                              been no advances as of the date of this report
                              (see Note 17)

                        o     Term: 5 years

                        o     Collateral: 49,020 shares of Series "B"
                              Convertible Preferred Stock. These shares have
                              been transferred to an escrow account under the
                              terms of the letter of intent

                        o     Terms of conversion: One share of preferred is
                              convertible to 24,000 shares of common stock, this
                              is an equivalent of 1,176,480,000 shares of common
                              stock. The Company will adopt a board resolution
                              to increase the authorized common stock of the
                              Company to comply with the potential common stock
                              equivalents that would be issuable upon default

                        o     Interest Rate: LIBOR plus 4%, to be adjusted as
                              LIBOR changes

                        o     Repayment Terms: Interest only during 1st 24
                              months subsequent to closing, provided that the
                              Company is not in default under the terms of the
                              agreement. For the remainder of the term, Company
                              shall make payments of principal and interest as
                              described in the agreement

                        o     Commitment Fees: 10% of gross funds advanced to be
                              deducted in the net advance to the Company. These
                              fees are deemed to be earned and non refundable

                        o     Default provisions: Company shall pay lender upon
                              demand an amount of interest owed equal to the
                              minimum monthly interest payment multiplied by the
                              number of months of the term

                        o     Any outstanding fees owed as commitment fees would
                              become immediately due and payable


                                       16
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

                        o     Company shall pay lender a single fee of 10% of
                              the outstanding balance owed to the lender

                        o     Company immediately will amend the certificate of
                              designation and the preferences for the Series "B"
                              Convertible preferred stock and provide the lender
                              the same voting rights inherent in the Company's
                              common stock.

                        o     Warrant Agreement: Lender will be entitled to this
                              additional compensation, however, not yet
                              determined as of the date of this report

                        o     Security Interest: Lender has been granted first
                              priority lien and security interest in the
                              collateral

                        o     Possession and Control of Collateral: The lender,
                              or its designee or transferee shall have
                              possession of the Collateral. Company bears risk
                              of loss. The preferred series B shares are
                              currently being held in escrow

                        o     Shareholder Consent: Required within 120 days to
                              ratify all terms of the agreement

                        o     Common Stock: Within 120 days from closing, the
                              Company shall authorize an amount of common stock
                              into which the lenders Series "B" Convertible
                              Preferred Stock may convert in the event of
                              default. The Company shall have 30 days from
                              closing to provide lender with Officer's
                              certificate and any other related documentation
                              evidencing the lenders right to vote their Series
                              "B" Preferred Shares

                        o     Other: The Company shall have thirteen months from
                              closing to obtain key man life insurance on the
                              Company's CEO or other officer at the lenders
                              choosing, naming the lender as beneficiary in an
                              amount equal to the proposed maximum aggregate
                              amount of the credit facility

                        o     Prior to closing or within 120 days, Company shall
                              cause its attorneys to issue a legal opinion
                              requesting that the transfer agent, in the event
                              of default, issue common shares in the name of the
                              lender

                        o     Upon the earlier of six months subsequent to the
                              closing or any event of default, Company shall
                              file a registration statement with the SEC for the
                              common stock issuable upon any exercise of the
                              warrants

         (C) COMMON STOCK ISSUANCES

         During January 2004, the Company received $26,719 on a stock
         subscription receivable. The balance of stock subscription receivable
         at September 30, 2004 is $62,131.

         On May 19, 2004, the Company issued 85,000 shares of common stock at
         $2.50 for consulting services having a fair value of $212,500. The
         basis for valuation of the shares issued is pursuant to the terms of
         the consulting contract (See Note 12(F) (i)).

         On May 19, 2004, the Company issued 30,000 shares of common stock at
         $2.50 for legal services having a fair value of $75,000. The basis for
         valuation of the shares issued is pursuant to the terms of the
         consulting contract (see Note 12(F) (ii)).

                                       17
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


         During the nine months ended September 30, 2004, the Company issued
         972,934 shares of Regulation "S" stock. Pursuant to the Regulation "S"
         offering, the Company received proceeds for the sale of common stock
         based on the closing bid price at the date of issue times a floor price
         of $0.24 per share multiplied by a factor of 20.45%. During 2004, the
         Company, at its discretion waived the floor price in connection with
         the exercise price per share amount. During the nine months ended
         September 30, 2004, all Regulation "S" stock issuances had an exercise
         price ranging from $0.01 to $0.80 per share. Proceeds from the issuance
         of common stock, net of related offering costs were $618,369. The
         Company paid $337,374 attributed to broker commissions (See Note
         12(E)).

         During the nine months ended September 30, 2004, a vendor exercised
         stock options in connection with accrued royalties owed to the software
         vendor, and the Company issued 17,564 shares of common stock having a
         fixed exercise price of $3.68 and fair value of $64,602 (see Note
         13(D)).

         Additionally, 45,000 shares of common stock remain issuable at
         September 30, 2004.

         On August 27, 2004, the Company effected a 100 for 1 reverse common
         stock split. All share and per share information in the accompanying
         unaudited consolidated financial statements has been retroactively
         restated to reflect the reverse split.

         (D) STOCK OPTIONS

         In June 2002, under the terms of a software license agreement, the
         Company granted an option to purchase 450,000 shares of common stock to
         the software licensor. The exercise price was the lower of (a) $.30 per
         share or (b) the lowest share price granted or issued to any other
         party following the date of the signed agreement for the software
         purchase. These options will vest on the earlier of the closing of the
         Company's initial public offering or change in control of the Company.
         In connection with SFAS No. 123 and due to the inability to estimate
         the fair market value of the options since certain terms are contingent
         on future events, the Company has used the intrinsic value method to
         estimate the fair value of the options granted. The difference between
         the intrinsic value estimate and fair value estimate was not material.
         The following assumptions were used at the date of grant:

                  Fair value based on recent cash offerings          $     0.50
                  Exercise price (lower of (a) or (b) above)               0.30
                                                                     ----------
                  Differential                                       $     0.20
                                                                     ----------

                  Total Shares (pre-split)                              450,000
                                                                     ----------

                  Fair value                                         $   90,000
                                                                     ==========

         In May 2003, ("the Amendment Date") the Company entered into an
         amendment to the software license agreement. Under the terms of the
         amendment, the 450,000 options granted were increased to 108,000
         options with a fixed exercise price of $3.68. The Amendment further


                                       18
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

         defined the initial public offering as the date at which the Company's
         stock became publicly traded which was January 20, 2003. As a result of
         the Amendment, the 108,000 options became fully vested on the Amendment
         Date and the Company amortized $90,000 of the deferred license fee. In
         connection with the stock option exercises, the Company has 75,690
         options remaining that can be exercised under the terms of the
         arrangement.

         The Company also granted an option to purchase $415,000 worth of common
         stock to the software licensor. The exercise price is the lower of 50%
         of (a) the closing price on the date which the Company undergoes an
         initial public offering or (b) such closing price on each vesting date,
         with one-third of such options vesting each on the 6th, 12th and 18th
         months following such initial public offering.

         According to EITF 96-18, the measurement date (February 26, 2002), is
         determined to be the date in which the software was delivered for use.
         Since the terms of this stock purchase indicate a performance
         commitment (future initial public offering), and an unknown exercise
         price, the Company used the intrinsic value method to estimate the fair
         value of the options granted. The difference between the intrinsic
         value estimate and fair value estimate was not material. The following
         assumptions were used at the date of grant:
<TABLE>

<S>                                                                               <C>
                  Total value of common stock                                     $    415,000
                  Divided by the fair value based on recent cash offering                 0.50
                                                                                  -------------

                  Equivalent shares                                                    830,000
                                                                                  -------------
                  Fair value based on recent cash offering                        $       0.50
                  Exercise price (lower of (a) or (b) above)                              0.25
                                                                                  -------------
                  Differential                                                            0.25
                  Total shares                                                         830,000
                                                                                  -------------

                  Fair value                                                      $    207,500
                                                                                  =============
</TABLE>

         In connection with the May 2003 amendment to software license, the
         Company established the vesting dates as July 20, 2003, January 20,
         2004, and July 20, 2004. The Company will amortize a license fee
         expense in the amount of $69,167 on each of these dates until the
         deferred license fee has been fully recognized and charged to
         operations.

         During the nine months ended September 30, 2004 and 2003, respectively,
         the Company has amortized and charged to operations $138,333 and
         $159,167 of the deferred license fees.

         (E) OFFERING COSTS - REGULATION "S" STOCK

         During 2003, the company entered into a Regulation "S" purchase
         agreement with a broker. Under the terms of the agreement, the Company
         initially receives 100% of the gross sales proceeds from the Regulation
         "S" stock sales, and then reimburses the broker 65% of the gross
         proceeds reflecting sales commissions. The net effect is that the
         Company retains 35% of the gross proceeds. In certain cases, the
         broker's commissions have been adjusted to an amount different from the
         above stated formula. The amounts paid as commissions are classified as
         offering costs and are offset directly against the gross proceeds with
         a charge to additional paid in capital (see Note 12(C)).

                                       19
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


         (F) DEFERRED COMPENSATION

                  (I) ADVERTISING AGREEMENT

                  On May 19, 2004, the Company entered into a one-year agreement
                  with a service provider to provide certain consulting services
                  to the Company. Specifically, marketing for the Company's
                  online gaming operations and increasing traffic to related
                  online gaming websites.

                  The Company paid and issued 85,000 shares of common stock at a
                  fair value of $2.50 per share aggregating $212,500. The
                  services are being amortized ratably over the term of the
                  agreement. As a result, the Company charged $70,833 to
                  operations for nine months ended September 30, 2004 leaving a
                  deferred compensation balance of $141,667 (See Note 12(C)).

                  (II) LEGAL AGREEMENT

                  On May 19, 2004, the Company entered into a one-year agreement
                  with a service provider to provide certain legal and advisory
                  services, including guiding the Company in structuring its
                  corporate structure in connection with ongoing corporate
                  transactions.

                  The Company paid and issued 30,000 shares of common stock at a
                  fair value of $2.50 per share aggregating $75,000. The
                  services are being amortized ratably over the term of the
                  agreement. As a result, the Company charged $25,000 to
                  operations for the nine months ended September 30, 2004
                  leaving a deferred compensation balance of $50,000 (See Note
                  12(C)).

                  Total deferred compensation at September 30, 2004 is $191,667.

         (G) DIVIDEND

         On September 22, 2004, AngelCiti issued a dividend of its Midas
         investment in non-marketable securities to its shareholders. For each
         share of AngelCiti stock held, all shareholders would receive on a
         one-for-one basis, shares in Midas. The Company issued 3,241,421 shares
         of its holdings in Midas on September 22, 2004. As a result of this
         transaction, the Company directly charged retained earnings $95,340 and
         credited its investment in Midas for $95,340. (See Note 3(B))

NOTE 13  RELATED PARTY TRANSACTIONS
-----------------------------------

On April 15, 2004, Omega entered into a stock purchase agreement with two
separate officers of AngelCiti. (See Note 12(B) (i))

                                       20
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------


On April 15, 2004, the Company issued an aggregate of 6,000 shares of Series A
preferred stock to two separate officers as compensation for past services. (See
Note 12(B)(i))

In July 2004, the Company acquired Midas in exchange for $125,000 and the
contribution of certain online poker assets (see Note 3(A) and 14). At the time
of the transaction, the president and director of Midas was the president of the
Company.

On July 16, 2004, Midas acquired its sole wholly owned subsidiary, Creative
Millennium Ventures, S.A. ("Creative") from an affiliate of AngelCiti's
president. (See Note 3(A))

During the nine months ended September 30, 2004, the Company advanced $13,519 to
Midas and its subsidiary for overhead expenses relating to advertising and
marketing. (See Note 5)

During the nine months ended September 30, 2004, the Company's landlord, a
related party, advanced working capital of $44,221 relating to corporate
expenses paid on behalf of the Company. (See Note 11)

NOTE 14  COMBINATION OF ENTITIES UNDER COMMON CONTROL
-----------------------------------------------------

On September 30, 2003, the Company acquired FNC in exchange for nominal
consideration. At the time of the transaction, the sole director, officer, and
shareholder of FNC was the Company's President. The acquisition was accounted
for as a combination of entities under common control at historical cost.

In May 2003, the Company entered into a payment processing agreement with FNC.
Under the terms of the agreement, FNC provided payment processing services to
the Company, which included processing transactions for the Company related to
casino operations, and payment for various corporate expenses that were required
to be reimbursed. In exchange for receiving these services, no cash or non-cash
compensation for these services was paid by the Company to FNC since FNC
considered that the increase in volume for such transactions for its operations
would provide it valuable exposure to certain of FNC's service providers.
Ultimately, the increased volume transacted between FNC, and its service
providers on behalf of the Company would lead to reduced rates for future
services with these providers for the Company, and FNC believes this will serve
as fair consideration for this transaction.

In July 2004, the Company acquired Midas in exchange for $125,000 and the
contribution of certain online poker assets (see Note 3(A) and 13). At the time
of the transaction, the president and director of Midas was the president of the
Company.

NOTE 15  SOFTWARE CONCENTRATION
-------------------------------

The Company depends primarily on its licensed software product for its online
gaming casino. Any loss of the license or use of this software could have an
adverse material effect on the operations of the Company.

                                       21
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                               ------------------
                                   (UNAUDITED)
                                   -----------

NOTE 16  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $453,837 and net cash used in operations of $140,849 for the
nine months ended September 30, 2004 and an accumulated deficit of $2,006,986 at
September 30, 2004. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan, raise
capital, and generate additional revenues. The Company entered into a financing
agreement with FinanzInvest, Ltd., which may provide a source of funding
totaling $2,430,000 (see Note 12(B)(ii). The consolidated financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

NOTE 17  SUBSEQUENT EVENTS
--------------------------

During the period from October 1, 2004 through October 29, 2004, the Company
issued 188,105 shares of Regulation "S" stock. Proceeds from the issuance of
common stock, net of related offering costs were $111,156.


                                       22
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINCNAIAL CONDITION AND RESULTS OF
OPERATION

In January of 2003, we purchased all of the shares of Worldwide Management, SA
("Worldwide"). Worldwide commenced its operations in May of 2002 as a
wholly-owned subsidiary of another entity. Worldwide had become our sole
operating business, as our previously formulated business plan had been
abandoned and all previously conducted operations had been discontinued.
Quarterly reports that we have filed with the United States Securities and
Exchange Commission ("SEC") for previous years have been presented comparing our
operations on a consolidated basis with the operations of our operating
subsidiary alone. This Report presents our consolidated operations on a year to
year basis. On August 27, 2004, we effected a 100 for 1 reverse split of our
common shares. All share and per share information contained in this Report has
been retroactively restated to reflect the reverse split.

For the three and nine month periods ending September 30, 2004, we processed
$7,461,184 and $27,786,951 in gaming transactions, respectively, as contrasted
with gaming transactions of $10,536,663 and $43,255,602 for the same periods of
last year. Despite the 29% and 36% decreases in three and nine month period
processed gaming transactions, our net casino revenues decreased approximately
14.8% on a year to year basis for the three months ending September 30, 2004 and
approximately 8.4% on a year to year basis for the nine month period ending
September 30, 2004. While a lower dollar amount of transactions were processed
on a year to year basis, our overall win percentage improved. This relationship
is reflected in our net casino revenue to handle ratio, which increased to
approximately 2.41% from 2.01% on a year to year basis for the three month
period ending September 30, 2004 and increased markedly to 2.43% from 1.71% on a
year to year basis for the nine month period ending September 30, 2004. Our
revenues have been hurt by our ability to effectively market our client's
on-line casinos. We feel that our inability to do so is attributable to the
chilling effect that United States regulations may have on on-line search
engines and other advertisers of online gaming play as well as our inability to
attract and retain qualified marketing personnel. Additionally, we feel that the
increasing popularity of on-line poker play is competing significantly with our
operations. No assurance is given that we will be able to attract and retain
effective marketing personnel or that the on-line casino whose operations we
administer will attract new players. Even if we or they do so, the possible
effects or threats of government regulation may continue to hurt our revenues
and results of operations. While we are pleased with the nine month year to year
growth in our net casino revenue to handle ratio, we can never be assured that
such growth will continue.

                                       23
<PAGE>

Our revenues are generated as a result of an agreement that provides for our
administration of the on-line casino owned by Equivest Opportunity Fund, an
unrelated third party ("Equivest"), and the sub-licensing of gaming software to
Equivest. Pursuant to this agreement, we receive a fee based upon the revenue
generated by the casino's on-line play. We, in turn, pay out a percentage of
that fee to our software provider/licensor. We are not actively pursuing other
online casino customers. Rather, we are directing our efforts towards the
direction of additional players to Equivest's on-line casino site. The agreement
that we have with Equivest provides for us to earn revenues based upon a
percentage of Equivest's net casino winnings. Our revenue stream is therefore
generally dependent upon the success of Equivest's online casino operations and,
more specifically, on its ability to get paid by the customers that place wagers
with its on-line casino. Our overall success and viability are therefore
directly dependent upon the success of Equivest and its gaming website. The
cessation of Equivest's on-line casino operations would eliminate our sole
source of revenues.

The principal software product that we sub-license is an on-line gaming product
owned by Real Time Gaming ("RTG"). We sub-license this product pursuant to a
renewable one-year software license agreement entered into with Montana
Overseas, SA ("Montana"), RTG's licensing agent. Given our lack of funding to
cover the high cost of developing and maintaining our own proprietary software
and fierce competition among software developers, which we believe has led to
more reasonable pricing and terms, we do not have any immediate plan to develop
our own proprietary software. The incorporation of new sublicensed products into
our operations could also require a significant amount of time and funding. We
cannot be certain that we will ever have the staff or resources needed to
develop proprietary software or incorporate new sub-licensed products into our
operations in the future. Until we have the resources and staffing necessary to
develop proprietary gaming software or incorporate other licensed products into
our operations, we will remain dependant upon the success and ongoing viability
of Montana and the RTG Software.

We have never operated at a profit. Despite the increase in our net casino
revenue to handle ratio, our net casino revenue decreased to $180,092 and
$676,187 for the three and nine month periods ending September 30, 2004 from
$211,413 and $737,932 for the same periods of 2003. Despite the decrease in our
net casino revenue, our operating losses decreased to $208,320 and $477,792 for
the three and nine month periods ending September 30, 2004 from $334,388 and
$841,976 for the same periods of last year as a result of the improved
management of our ongoing expenses.

While our marketing, advertising and affiliate commission expenses decreased
significantly to $218,820 for the nine month period ending September 30, 2004
from $359,074 for the same period of the prior year, our marketing, advertising
and affiliate commission expense increased roughly 22% to $84,101 for the three
month period ending September 30, 2004 from $68,637 for the same period of the
prior year. The three month change reflects a decreased level of affiliate
commissions that resulted from the loss of some of our more consistent
affiliates as increased marketing expenses, which included the firing of a
marketing manager in July of this year, intended to recoup lost affiliate driven
business. No assurance is given that our increased marketing budget will result
in increased on-line casino traffic or business.

                                       24
<PAGE>

Our rent expense decreased significantly to $1,802 and $5,188, respectively, for
the three and nine month periods ending September 30, 2004 from $18,782 and
$55,281, respectively, for the same periods of last year, reflecting the revised
terms of our Sublease and Services Agreement with our Landlord.

Consulting fees decreased to $28,654 and $90,143 for the three and nine month
periods ending September 30, 2004 from $50,000 and $150,000 for the same periods
of last year. Consulting fees for the three and nine month period ending
September 30, 2004 included fees of $5,000 per month paid to Lawrence Hartman,
Chief Executive Officer of Omega Ventures, Inc. ("Omega"), which had formerly
held a controlling interest in our securities and did not include consulting
fees that had previously been paid in connection with financial consulting or
investor relations. Mr. Hartman now renders services to us for a fee of $5,000
per month. We intend to continue to pay consulting fees to Mr. Hartman for
services that he renders to us through the end of this calendar year and may
continue to do so thereafter. The remainder of consulting fees incurred during
the third quarter of this year were paid in connection with a marketing
agreement that we had entered into. We are evaluating the services that have
been rendered to us in connection with this agreement. In the event this
agreement is not renewed, we will need to devote significant resources to
alternative marketing efforts. As we are still dependent upon outside financing
to remain in business, we may also retain the services of financial consultants
in the future and pay them consulting fees for their services. However, we have
no current plans to do so.

Our royalty and license fee expenses decreased to $119,166 for the three month
period ending September 30, 2004 from $129,167 for the same period of last year.
The decrease resulted from improved terms that we have negotiated with our
software provider which require us to now make minimum monthly royalty payments
of $10,000 rather than $20,000. These revised terms went into effect as of
September of this year. The license expense incurred in the first three quarters
of 2004 included the recognition of $138,333 of deferred license fees,
respectively, that had been paid to our software licensor. We are no longer
obligated to make additional license fee installments. As a result of the
renegotiation of our royalty expense and elimination of our license fee, our
royalty and license fee expenses should be significantly reduced in the future.

Worldwide, our wholly owned subsidiary, subleases office space pursuant to a
Commercial Sublease and Services Agreement with Commercial LT Baroda, a company
controlled by our two executive officers ("Baroda"). Pursuant to this agreement,
Baroda allows us to utilize space in Canada and Costa Rica to house our servers,
provides us with telephone, bandwidth, personnel, accounting, human resources,
licensing and other services needed for us to sustain our business. While we
feel that we would be able to find and lease substitute office space should such
a need arise, it is unlikely that we would find a landlord willing to provide
the space and services provided to us by Baroda. As a result, our operations are
dependent upon the ongoing success and viability of Baroda.

                                       25
<PAGE>

Government Regulation

On-line casino operations are generally subject to applicable laws in the
jurisdictions in which they offer services. As the winnings of Equivest's
on-line casino operations represent our sole source of revenues, such
regulations can and do have a material effect on our operations. Moreover, given
the nature of our operations, we may be directly subject to such regulation as
well.

While some jurisdictions have attempted to restrict or prohibit Internet gaming,
other jurisdictions, such as several Caribbean countries, Australia and certain
Native American territories, have taken the position that Internet gaming is
legal and/or have adopted or are in the process of reviewing legislation to
regulate Internet gaming. As companies and consumers involved in Internet gaming
are located around the globe, there is uncertainty regarding exactly which
government has jurisdiction or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
or differentiate gaming-related transactions from other Internet activities and
link those transactions to specific users, in turn making enforcement of
legislation aimed at restricting Internet gaming activities difficult. The
uncertainty surrounding the regulation of Internet gaming could have a material
adverse effect on the business, revenues, operating results and financial
condition of our customers and us.

On March 8, 2001, the government of the United Kingdom ("UK") announced that
effective January 1, 2001, the current 6.75% "betting duty" that it passed onto
a player, and 9% "total betting duty" would be eliminated. The UK government
believed that this tax reform was necessary for UK companies to compete with the
offshore market, which already offers bettors "duty free" gambling, and to help
regulate the UK bookmaking industry. The reform is also intended to bring home
major UK bookmakers who have fled to offshore tax havens such as Gibraltar,
Malta, Antigua and Alderney. As a result of this legislation, a UK government
issued "Bookmakers Permit" is required to accept wagers and UK based bookmakers
may now operate Internet bookmaking websites without collecting the betting
duty. These reforms are expected to make the UK a significant hub of gaming. It
is anticipated that their official entry into online gaming could put pressure
on the United States and other governments towards regulating the industry.

In the future, governments in the United States or other jurisdictions may adopt
legislation that restricts or prohibits Internet gambling. We feel that there is
little legal guidance that can be offered with respect to the regulation of
on-line casinos. A Federal court case in Louisiana ruled that on-line casinos
are not violative of federal law. This ruling was upheld on appeal. After
several unsuccessful attempts in 1998, the United States Senate passed a bill
intended to prohibit and criminalize Internet gambling (other than certain state
regulated industries) in November of 1999. A similar bill failed to pass the
House of Representatives. In 2002, Senator Goodlatte sponsored a bill to
prohibit on-line gambling, which once again did not pass through Congress. A
similar bill designed to make processing on-line gaming transactions a criminal
offense was passed by the US House of Representatives committee on Finance and
is expected to come to a full vote in the House. The United States Department of


                                       26
<PAGE>

Justice has expressed certain reservations regarding some of the language and
provisions contained in the House Finance Committee Bill, which would still need
to be reconciled with a related Senate Bill and subsequently signed by the
President before it could become law. No assurance can be given that such a bill
will not ultimately be enacted and become law. In addition, current U.S. federal
and state laws could be construed to prohibit or restrict on-line gaming and
there is a risk that governmental authorities could view on-line casinos as
having violated such laws. The government of Antigua has recently brought suit
against the United States federal government in an effort to prevent legislation
that would impact online gaming companies that operate out of Antigua. Several
state Attorneys General and court decisions have upheld the applicability of
state anti-gambling laws to Internet casino companies. Accordingly, there is a
risk that criminal or civil proceedings could be initiated in the United States
or other jurisdictions against on-line casinos and/or their employees, and such
proceedings could involve substantial litigation expense, penalties, fines,
diversion of the attention of key executives, injunctions or other prohibitions
being invoked against on-line casinos and/or their employees. Such proceedings
could have a material adverse effect on the business, revenues, operating
results and financial condition of our customers and us. In addition, as
electronic commerce further develops, it too may be the subject of government
regulation. Current laws, which pre-date or are incompatible with Internet
electronic commerce, may be enforced in a manner that restricts the electronic
commerce markets. Any such developments could have a material adverse effect on
our business, revenues, operating results and financial condition as well as the
business, revenues, operating results and financial condition of our customers.
We intend to minimize these potential legal risks by continuing to conduct our
Internet business from offshore locations that permit on-line gaming and by
increasing our marketing efforts in Asia and other foreign jurisdictions that we
feel are less inclined to impose adverse rules, regulations and laws. There is
no assurance, however, that these efforts will be successful in mitigating the
substantial legal risks and uncertainties associated with our Internet gaming
related activities.

A Class Action complaint was recently filed in the Superior Court of the State
of California against Google, Yahoo, Overture and numerous other on-line content
companies for accepting and placing advertising for on-line gambling companies,
seeking relief based upon the fact that these companies aided and abetted
illegal activities under California law by accepting advertising fees and
otherwise promoting such activities. The action is brought as a Private Attorney
General Action seeking disgorgement of the advertising fees earned by such
companies for the advertising, plus penalties. The listed plaintiffs include a
gambler who claims to have lost in excess of $100,000, Indian Tribes of
California who claim they lost gambling revenues they would have otherwise
earned but for the on-line gambling activities that took away from their
revenues, and the State of California, that lost taxation and other revenues
they would have earned had such gambling activities occurred at the Indian
Gambling locations in the State of California. We cannot predict the outcome of
this matter. However, if search engines can no longer direct players to the
sites that we administer, our results of operations would be significantly and
adversely affected.

                                       27
<PAGE>

Worldwide is a licensor and developer of on-line gaming software and is an
administrator of the Equivest on-line casino websites. It does not own on-line
casinos. We do not believe that Worldwide's operations are subject to
regulations or laws governing the on-line gaming industry. However, given
Worldwide's business relationship with Equivest, an owner of on-line casinos, no
assurance can be given that any given jurisdiction will not take the position
that we or Worldwide are subject to their regulations governing on-line gaming.
Equivest, Worldwide's sole customer, owns on-line casinos that are subject to
the laws of Costa Rica, where recently enacted legislation now requires a gaming
license as a condition of conducting business. Licensing fees are currently
imposed on a one-time basis but renewals may be required on an annual or other
basis in the future. In any event, licensing requirements within Costa Rica now
represent a significant increase in the cost of conducting on-line casino
business.

Although we believe that the operations of Worldwide do not require a gaming
license, both Worldwide and Equivest currently operate their respective
businesses under the gaming license of Baroda, pursuant to the terms of
Worldwide's Commercial Sublease and Services Agreement with Baroda, as amended.
Baroda is also engaged as an on-line gaming operator and is subject to the
licensing requirements imposed by the Costa Rican government. To the extent that
the Costa Rican government determines that a gaming license is required for
Worldwide to conduct its business, no assurance can be given that the Costa
Rican government will permit Worldwide to operate its business under the
umbrella of Baroda's gaming license. Additionally, no assurance can be given
that the Costa Rican government will permit Equivest to operate its business
under the umbrella of Baroda's gaming license. Worldwide and/or Equivest may be
required to obtain a gaming license as a condition of doing business in Costa
Rica. Such a requirement could have a material adverse effect on our business
and the business of Equivest, and could result in the termination of Worldwide's
and Equivest's current operations.


LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. However, as of September 30, 2004, we had
cash of $89,395, cash deposits of $91,680, receivables and amounts due from
affiliates of $14,374, and investments in non-marketable securities of 335,906.
While we had working capital of $399,598 at that date, a significant portion of
our investments of $335,906 were illiquid. As of December 31, 2003, we had cash
of $118,363 and had working capital of $23,590. Our cash position and net
working capital resulted from the ongoing offshore sale of our securities as
well as the reduction of our cash expenses. No assurance is given that we will
be able to raise additional capital or maintain or reduce the level of our cash
expenses in the future.

                                       28
<PAGE>

While we strive to increase our operations and attain a level of profitability,
we have been forced to rely on additional investment capital and loans from
affiliates to remain in business. Towards this end, we have raised $1,130,597
during the year ending December 31, 2003, net of commissions, pursuant to a
Regulation S offering, during the course of which we sold 738,586 of our post
split restricted common shares. From January 1, 2004 though September 30, 2004
we sold 972,934 of post split shares and raised net proceeds of $618,369, after
deducting all broker commissions and/or concessions.

Some shares that had been sold pursuant to this Regulation S offering carry
registration rights that require us to include all or a portion of these shares
in any registration statement that we file with the SEC under certain
circumstances. Additionally, throughout most of the year ending December 31,
2003, our operating losses had been funded by loans from Baroda. These loans had
been paid in full from proceeds raised from our ongoing Regulation S. Offering.
No assurance can be given that Baroda will make loans to us in the future should
we need them.

Until we can sufficiently grow our business operations and generate additional
revenues, we will continue to be dependent upon additional financings to remain
in business. We have entered into various agreements that we hope will provide
for our funding from domestic and/or foreign sources. These agreements generally
provide for the payment of up-front expenses but do not provide for a firm
commitment to provide financing. As these agreements are entered into on a "best
efforts" basis, no assurance can be given that we will ever receive funding from
the efforts of those parties with whom we have contracted. During the fourth
calendar quarter of 2003, we entered into a Loan and Security Agreement with an
unrelated third party (the "Loan Agreement") that provides for a credit facility
of up to $2,430,000 that may be distributed in one or more draws. However, the
Loan Agreement is entered into on a best efforts basis and the lender is not
obligated to advance any funds to us. Moreover, we cannot be certain that the
lender has available funds to loan us. Our obligations under the Loan Agreement
are to be secured by 49,020 shares of our Series B Convertible Preferred shares.
Upon the uncured default of our obligations to this lender, these shares, if
fully converted into our common shares, would represent and provide the lender
with voting control of our management and of our business. As of the date of the
Report, this financing facility and agreement are still in effect. However, we
have not drawn any funds against this credit facility and no shares have been
delivered to this lender as collateral.

The Loan Agreement, by its terms, prohibits us from issuing any additional
shares, including those that we have been issuing pursuant to our Regulation S
offering, without the lender's consent. The lender has verbally consented to the
continuation of our ongoing Regulation S offering. However, until we receive its
written consent, we are at risk that the lender may subsequently consider us in
default of the Loan Agreement.

                                       29
<PAGE>

The Loan Agreement requires us to, among other things, increase our authorized
capital, register underlying common stock that would be issued to the lender in
connection with its exercise of certain warrants and pay the lender an
origination fee equal to 10% of each advanced draw. The foregoing terms are
costly and may have an adverse effect on our ability to repay the loan and
prevent a change in control of our management. Moreover, the loan subjects us to
certain affirmative and negative covenants, which if violated, would give rise
to our default and possible change in control.

Our success will ultimately be dependent upon our ability to generate sufficient
cash flow to meet our obligations on a timely basis, as we cannot be certain
that we will be able to continue to raise funds in the debt or equities markets
at terms that are satisfactory to us. If we cannot generate sufficient cash flow
or raise additional proceeds, we may be required to delay or scale back our
operations, which could have a material adverse effect on our business,
financial condition and results of operations.

We believe that we have sufficient cash on hand to remain in business over the
next twelve month period. While we are hopeful that our on-line gaming
operations will generate positive cash flow by year end, we cannot be certain
that we can attain profitability within this time frame, if at all. To the
extent that we cannot do so, we will be required to rely upon funds that we have
raised, as well as additional financing to continue our operations. If the funds
that we have raised are exhausted before we attain a level of positive cash flow
and we are not able to secure additional financing, we would be forced to
curtail or cease our operations.

FUTURE EXPENDITURES

We do not currently envision the purchase or sale of plant or significant
equipment, have no plans to incur research and development costs and anticipate
that our staffing requirements will remain as they are.

Our future capital expenditures will depend upon our ability to generate
revenues or additional investment capital if our revenues are not sufficient.
If, and to the extent that we are successful in generating net revenues or
raising investment capital, our future expenditures will be applied towards
salaries for additional administrative and executive employees, software
upgrades, marketing and advertising expenses and for general working capital
purposes.

Item 3.  Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and


                                       30
<PAGE>

internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and internal controls over financial reporting have been
designed and are being operated in a manner that provides reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. A
system of controls, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the systems of controls are met, and
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. There were
no changes in our disclosure controls and procedures or internal control over
financial reporting that occurred during the quarter covered by this Report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

                           PART II. OTHER INFORMATION

Item 1   Legal Proceedings

In September of 2003, the Company and its officers and directors were named as
defendants in the matter known as FCC Enforcement Company successors in interest
to AMPS Wireless Data vs. AngelCiti Entertainment, Inc., George Gutierrez, Dean
Ward, et. al. This suit was filed in the Scottsdale Justice Court of the State
of Arizona in and for the County of Maricopa, and alleged, among other things
that we violated The Telephone Consumer Protection Act of 1991 (the "Telephone
Consumer Protection Act") by sending certain unsolicited fax advertisements to
certain parties in violation of the Telephone Consumer Protection Act.

In October of 2003, the Company and its officers and directors were named as
defendants in the matter known as FCC Enforcement Company successors in interest
to Crossroads of Life Christian Books and Gifts vs. AngelCiti Entertainment,
Inc., George Gutierrez, Dean Ward, et. al. This suit was filed in the Peoria
Justice Court of the State of Arizona in and for the County of Maricopa, and
alleged, among other things that we violated The Telephone Consumer Protection
Act of 1991 (the "Telephone Consumer Protection Act") by sending certain
unsolicited fax advertisements to certain parties in violation of the Telephone
Consumer Protection Act.

Each case sought unspecified damages. The matters alleged in the aforementioned
lawsuits relate to Baroda and its activities rather to us and our activities.
Our attorneys have filed motions to dismiss these matters, as the lawsuits do
not allege any wrongdoing on our part. Despite the foregoing, we had accrued
$12,500 in our financial statements and recorded the same as a reserve for
settlement payable. As these litigation matters contain allegations involving
facts attributable to Baroda, Baroda has agreed to reimburse us for this expense
and all other related expenses associated with this litigation.

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<PAGE>

Both of the foregoing cases had been dismissed during the second calendar
quarter of this year and all sums previously accrued and reserved for settlement
in our financial statements have been reclassified in the accompanying financial
statements as Other Income. It is anticipated that the $8,000 of legal fees and
costs incurred by us in connection with these matters will be reimbursed to us
by Baroda.

Item 2.  Changes in Securities.

On July 26, 2004, we declared a 1 for 100 reverse split of our common shares.
This reverse split was effective as of August 27, 2004. The following discussion
regarding the change in our securities relates to our post 1 for 100 reverse
split shares.

On February 10, 2003, we initiated a Regulation "S" offering to sell our
restricted common shares and have been sustaining our operations with the
proceeds raised from the sale of these shares. These Regulation S sales were
effected through offshore brokers who either purchased the shares at a discount
or were paid a commission or other concession. Shares sold pursuant to this
Regulation S offering as well as shares sold upon the exercise of certain
options during the third quarter of 2004 are described below:

         On July 1, 2004, the Company issued 700 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $1,325.

         On July 2, 2004, the Company issued an aggregate of 44,606 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $13,949.

         On July 2, 2004, the Company issued 3,506 shares of common stock upon
         the exercise of stock options having a fair value of $12,974 in order
         to make up the difference in the minimum monthly royalty payment
         payable in cash at 15% of the adjusted net win and the required $20,000
         minimum monthly payment. These shares were issued pursuant to Section
         4(2) of the Act as a transaction by an issuer not involving a public
         offering. No underwriters were used in connection with this offering
         and no underwriting discounts or commissions were paid in connection
         therewith.

         On July 7, 2004, the Company issued 4,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $3,535.

         On July 8, 2004, the Company issued an aggregate of 3,930 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,445.

         On July 19, 2004, the Company issued 14,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $5,153.

                                       32
<PAGE>

         On July 20, 2004, the Company issued 4,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $2,800.

         On July 21, 2004, the Company issued 5,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $3,356.

         On July 30, 2004, the Company issued 2,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $1,414.

         On August 3, 2004, the Company issued an aggregate of 25,136 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $6,649.

         On August 4, 2004, the Company issued 3,435 shares of common stock upon
         the exercise of stock options having a fair value of $12,710 in order
         to make up the difference in the minimum monthly royalty payment
         payable in cash at 15% of the adjusted net win and the required $20,000
         minimum monthly payment. These shares were issued pursuant to Section
         4(2) of the Act as a transaction by an issuer not involving a public
         offering. No underwriters were used in connection with this offering
         and no underwriting discounts or commissions were paid in connection
         therewith.

         On August 4, 2004, the Company issued 2,250 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $552.

         On August 5, 2004, the Company issued an aggregate of 11,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,888.

         On August 9, 2004, the Company issued 5,000 shares in connection with a
         Regulation "S" offering. The shares were issued for proceeds of $1,767.

         On August 10, 2004, the Company issued 8,500 shares in connection with
         a Regulation "S" offering. The shares were issued for proceeds of
         $3,004.

         On August 11, 2004, the Company issued an aggregate of 9,500 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,350.

         On August 12, 2004, the Company issued 2,000 shares in connection with
         a Regulation "S" offering. The shares were issued for proceeds of $707.

         On August 13, 2004, the Company issued an aggregate of 11,500 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $4,323.

                                       33
<PAGE>

         On August 17, 2004, the Company issued an aggregate of 12,750 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $4,411.

         On August 18, 2004, the Company issued 1,530 shares in connection with
         a Regulation "S" offering. The shares were issued for proceeds of $625.

         On August 20, 2004, the Company issued an aggregate of 11,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,881.

         On August 23, 2004, the Company issued an aggregate of 13,500 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $4,771.

         On August 24, 2004, the Company issued an aggregate of 18,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $6,348.

         On August 25, 2004, the Company issued 5,000 shares in connection with
         a Regulation "S" offering. The shares were issued for proceeds of
         $1,767.

         On August 26, 2004, the Company issued an aggregate of 13,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $4,595.

         On August 27, 2004, the Company issued an aggregate of 13,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $4,334.

         On August 31, 2004, the Company issued an aggregate of 11,000 shares in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,875.

         On September 1, 2004, the Company issued 1,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $2,474.

         On September 2, 2004, the Company issued 5,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $1,760.

         On September 3, 2004, the Company issued an aggregate of 10,000 shares
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $6,786.

                                       34
<PAGE>

         On September 9, 2004, the Company issued an aggregate of 15,000 shares
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,203.

         On September 14, 2004, the Company issued 1,750 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $357.

         On September 15, 2004, the Company issued 10,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $3,535.

         On September 17, 2004, the Company issued 5,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $1,590.

         On September 20, 2004, the Company issued an aggregate of 23,163 shares
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,126.

         On September 22, 2004, the Company issued 204,004 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $35,833.

         As of September 30, 2004, proceeds of $41,943 for 230,697 of the
         foregoing Regulation S shares remain outstanding and are reflected in
         our financial statements as a subscription receivable.

Item 3.  Defaults upon senior securities - None

Item 4.  Submission of matters to a vote of security holders - None

Item 5.  Other Information

As of April 15, 2004, we issued George Gutierrez and Dean Ward, our executive
officers, 3,000 of our Series A Preferred shares each as partial compensation
for past services rendered. On said date, Messrs. Gutierrez and Ward purchased
the remainder of our issued and outstanding Series A Preferred shares from
Omega, thereby giving Messrs. Gutierrez and Ward voting control of our company.

On June 9, 2004, we entered into an agreement with Fisher Transportation
Services, Inc., n/k/a Midas Entertainment, Inc. ("Midas") to acquire an 85%
ownership interest in Midas for $125,000 in cash. This transaction closed on
July 16, 2004. Midas subsequently sold additional shares of its common stock,
the result of which was to reduce our ownership interest to below 20% of its
outstanding common shares. We made a $300,000 loan to a wholly-owned subsidiary


                                       35
<PAGE>

of Midas. The loan was unsecured, bore interest at the rate of 10% per annum,
and was convertible by us, at our option, into shares of Midas common stock. As
of September 23, 2004, this loan and all accrued interest thereon, totaling
$306,246, was converted into 3,600,000 shares of Midas common stock. On
September 22, 2004 we distributed 3,241,579 of said shares to our shareholders
as a dividend. Following the conversion of our loan to Midas and dividend
distribution of Midas shares to our shareholders, we were left with 4,608,379
shares of Midas common stock.

On July 26, 2004, our directors and shareholders holding a majority of our
outstanding securities approved a 1 for 100 reverse split of our common and
preferred shares. This reverse split was effective as of August 27, 2004.

Item 6.  Exhibits and Reports on Form 8-K

         (a) The following exhibits and financial statement schedules are filed
             as exhibits to this Report:

         1.  Financial Statements of the Registrant are included under Part 1
             Item 1, hereof.

         2.  Financial Statement Schedules - None

         3.  Exhibits:

Exhibit No.                Description
-----------                -----------
   3.1      Articles of Incorporation, as amended*
   3.2      Bylaws, as amended**
   4.1      Common Stock Certificate*
  31.1      Rule 13a-14(a)/15d-14(a) Certification of George Guttierez
  31.2      Rule 13a-14(a)/15d-14(a) Certification of Dean Ward
  32.1      Certification Pursuant to 18 U.S.C Section 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*   Incorporated by reference to our Form 10-KSB filed with the U.S.
    Securities and Exchange Commission on March 30, 2004.

**  Incorporated by reference to our Form 10-SB12G filed with the U.S.
    Securities and Exchange Commission on April 4, 2000

         (b) Reports on Form 8-K

         Incorporated by reference.

         8-K   filed on September 3, 2004
         8-K   filed on September 29, 2004


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<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report as amended to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  November 19, 2004                By: /s/ George Gutierrez
                                        ------------------------
                                        George Gutierrez, CEO and President


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


Date:  November 19, 2004                By: /s/ George Gutierrez
                                        ------------------------
                                        George Gutierrez, CEO and Director



Date:  November 19, 2004                By: /s/ Dean Ward
                                        ------------------
                                        Dean Ward, CFO and Director


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